Monday February 7th 2022



Mithra Pharmaceuticals SA (Euronext Brussels: MITRA) (the "Company" or "Mithra"), a company dedicated to women's health, today announces that it has entered into an equity financing agreement with Goldman Sachs International ("GSI"), pursuant to which the Company can at its sole discretion require GSI (subject to certain conditions) to provide funding to the Company for an aggregate amount of up to EUR 100,000,000 (the "Committed Amount") in return for issuing GSI with call options over the Company’s ordinary shares. The arrangement has been entered into for a term of approximately 2 years.

The Company will access this funding through several drawings, which must be at least 22 trading days apart. The first drawing request, exercised on 4 February 2022, amounts to EUR 10 million. The maximum amount that can be drawn by the Company on each subsequent occasion will be EUR 5 million or, if certain conditions are satisfied, up to EUR 7.5 million.

At the time of each drawdown the Company will grant GSI call options which are exercisable at any time until the maturity date (1). Following exercise of such call options, the Company will convert outstanding funding amounts, in whole or in part, into a number of new shares of the Company, subject to the Company having the right in certain circumstances to elect to pay to GSI the value of that number of shares. The number of shares to be delivered to GSI will be determined by reference to the lowest daily volume weighted average price for the Company’s shares during a reference period prior to GSI exercising its call options, less a discount. If the Company elects instead to cash settle any options exercised by GSI, the amount payable by the Company shall be determined by valuing the number of shares that would otherwise be deliverable by the Company using the average of the daily volume weighted average prices for the Company’s shares during a reference period following the Company’s election to cash settle, plus a premium.

Any amount funded that is not settled prior to the maturity date shall be automatically settled at the maturity date in shares or, at the election of the Company, in cash.

Christophe Maréchal, CFO Mithra Women's Health, commented: " We are very pleased to execute this transaction with Goldman Sachs. This equity financing facility comes on top of existing facilities and fits perfectly with our capital management strategy focusing on financial lines offering us flexibility. It enables us to continue developing our pipeline and delivering on our strategy.”

(1) The arrangement is subject to, and incorporates, the definitions and provisions of the "2006 ISDA Definitions" and the definitions and provisions of the "2002 ISDA Equity Derivatives Definitions", in each case as published by the International Swaps and Derivatives Association, Inc., but as amended by the agreement between the parties. These terms may result in, amongst other things, several calculations and customary adjustments for certain events (as and when they arise), including in case of equity issues, mergers, and tender offers